425: CoreWeave Urges Core Scientific Shareholders to Back Merger

CoreWeave reaffirms its 'best and final' all-stock offer for Core Scientific, refuting a hedge fund's claims and highlighting significant benefits.

Summary

• CoreWeave Inc. is urging Core Scientific Inc. stockholders to vote FOR its proposed all-stock acquisition.
• The definitive agreement for the acquisition was announced on July 7, 2025.
• CoreWeave states its offer is 'best and final' and will not be modified.
• The company refutes claims by Two Seas Capital, an event-driven hedge fund, regarding the offer value, Core Scientific's standalone plan, and the possibility of a better buyer.
• CoreWeave emphasizes that the transaction de-risks Core Scientific's standalone plan, which involves significant capital expenditures and execution risks.
• CoreWeave is Core Scientific's sole High-Performance Computing (HPC) customer, accounting for approximately 100% of HPC colocation revenue and over 76% of total revenue for 2026E.
• Core Scientific's stock price increased by approximately 150% in the 13 months prior to the transaction announcement (June 3, 2024 to June 25, 2025), compared to about 25% for peers, with CoreWeave paying a 60% premium.
• A Special Meeting for Core Scientific stockholders to vote on the merger is scheduled for October 30, 2025, at 10:00 AM Eastern time.

Sentiment

Score: 7

Explanation: The filing presents a strong, confident stance from CoreWeave, reaffirming its commitment to the acquisition and refuting opposition. It highlights significant financial benefits for Core Scientific shareholders and strategic advantages for the combined entity. While acknowledging Core Scientific's operational delays and standalone risks, the overall tone is positive regarding the merger's prospects and value creation.

Positives

• CoreWeave's acquisition offers Core Scientific stockholders an immediate premium value and continued participation in a fast-scaling AI platform.
• The transaction is expected to de-risk Core Scientific's standalone plan, which faces significant capital expenditure and execution risks.
• The combination promises verticalization, operating and financing efficiencies, expanded industry expertise, and access to capital for Core Scientific.
• Core Scientific's stock price saw a ~150% increase in the 13 months leading up to the transaction announcement, largely driven by its partnership with CoreWeave, significantly outperforming peers (~25%).
• CoreWeave is paying a historically high premium of 60% for Core Scientific.
• The merger provides a secure and scalable path to long-term value creation for Core Scientific shareholders.

Negatives

• CoreWeave has explicitly stated its offer is 'best and final,' indicating no room for negotiation on the acquisition price.
• Core Scientific's standalone plan is described as having 'significant near-term capital expenditures and execution risks' related to securing power, customers, and financing, potentially requiring substantial debt or dilutive equity.
• Core Scientific has not signed any other HPC customers since emerging from bankruptcy, making it highly dependent on CoreWeave.
• Weather and construction related delays have moved ready-for-service (RFS) dates later in fiscal 2025 for Core Scientific.

Risks

• Uncertainty regarding the completion of the proposed transaction on anticipated terms or at all, and the timing of completion, including obtaining Core Scientific stockholder approval.
• Fluctuations in the market price of CoreWeave common stock could affect the value of consideration Core Scientific stockholders receive.
• Potential for unforeseen liabilities, future capital expenditures, and challenges in realizing anticipated revenues, expenses, earnings, and synergies.
• Risks associated with the ability of CoreWeave and Core Scientific to successfully integrate their businesses and achieve anticipated synergies and value creation.
• Potential litigation relating to the proposed transaction against either company or their directors and officers.
• Disruptions from the proposed transaction could harm CoreWeave's or Core Scientific's business, operations, and divert management's attention.
• Potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction.
• Rating agency actions and the ability of both companies to access shortand long-term debt markets on a timely and affordable basis.
• Legislative, regulatory, and economic developments affecting the artificial intelligence, power, data center, and crypto mining industries.
• Potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the proposed transaction.
• Restrictions during the pendency of the proposed transaction that may impact Core Scientific's ability to pursue certain business opportunities or strategic transactions.
• Risks from acts of terrorism, war, hostilities, civil unrest, attacks, and other political or security disturbances.
• Dilution caused by CoreWeave's issuance of additional shares of its securities in connection with the proposed transaction.
• The possibility that the transaction may be more expensive to complete than anticipated due to unexpected factors or events.
• Impacts of pandemics or other public health crises on people and economies.
• Global or regional changes in the supply and demand for power and other market or economic conditions.
• Changes in technical or operating conditions, including unforeseen technical difficulties.
• Development delays at CoreWeave and/or Core Scientific data center sites, including delays in converting sites from crypto mining to high-performance computing.

Future Outlook

CoreWeave anticipates that the acquisition will lead to significant strategic and financial benefits, including greater verticalization, operating and financing efficiencies, and expanded industry expertise. The combined entity is expected to offer Core Scientific shareholders a more secure and scalable path to long-term value creation by de-risking Core Scientific's standalone plan and providing access to capital that might otherwise be unavailable. The company expects to successfully integrate the businesses and achieve anticipated synergies.

Management Comments

• "Under no circumstances will we readdress the bid that we put out. We think it fairly represents the value for [Core Scientific]." Michael Intrator, CEO of CoreWeave (Oct. 7, 2025, Bloomberg News).
• "We remain confident that this transaction represents the most compelling path forward for Core Scientific stockholders."
• "We encourage Core Scientifics stockholders to think objectively about Core Scientifics standalone prospects and the significant risks involved with executing on a standalone plan."

Industry Context

This proposed acquisition highlights the ongoing consolidation and strategic vertical integration within the high-performance computing (HPC) and AI infrastructure sectors. As AI adoption accelerates, companies like CoreWeave are seeking to secure critical data center capacity and power resources, often through acquiring existing infrastructure providers like Core Scientific. The emphasis on de-risking standalone plans and securing capital reflects the intense competition and high capital requirements in building and scaling AI-focused cloud platforms. The significant premium paid by CoreWeave suggests a strong demand for integrated AI infrastructure solutions, while Core Scientific's reliance on a single HPC customer (CoreWeave) underscores the specialized nature of this market segment and the challenges for smaller players to diversify their customer base.

Comparison to Industry Standards

• Core Scientific's stock price increase of ~150% in the 13 months prior to the announcement significantly outperformed its peers (Riot Platforms, Terawulf, Hut 8, Applied Digital, IREN, Bitfarms, HIVE Digital, and Marathon Holdings), which saw an average increase of ~25% over the same period. This suggests Core Scientific had already realized substantial market appreciation, largely due to its partnership with CoreWeave, before the acquisition offer.
• The 60% acquisition premium paid by CoreWeave is described as 'historically high,' indicating a strong valuation for Core Scientific's assets and strategic importance to CoreWeave, potentially above typical industry acquisition premiums for similar infrastructure plays.
• Core Scientific's reliance on CoreWeave for ~100% of its HPC colocation revenue and >76% of its total 2026E revenue is a high concentration compared to diversified data center operators, highlighting a unique customer relationship that makes an alternative buyer unlikely to match CoreWeave's value proposition.

Legal Proceedings

• The forward-looking statements section mentions 'potential litigation relating to the proposed transaction that could be instituted against CoreWeave, Core Scientific or their respective directors and officers.' This is a general risk disclosure, not a specific ongoing proceeding.

Related Party Transactions

• CoreWeave is Core Scientific's only HPC customer, representing ~100% of Core Scientific's HPC colocation revenue and more than 76% of total revenue for 2026E. This existing significant business relationship forms the basis for the proposed acquisition.

Stakeholder Impact

• Shareholders (Core Scientific): Expected to receive immediate premium value and continued participation in the growth of CoreWeave, de-risking their investment compared to a standalone Core Scientific. Urged to vote FOR the merger.
• Shareholders (CoreWeave): Expected to benefit from verticalization, operating/financing efficiencies, and expanded industry expertise through the acquisition.
• Employees (Core Scientific): The merger implies integration, which could lead to changes in roles or structure, though not explicitly detailed.
• Customers (Core Scientific): CoreWeave is the primary HPC customer, so the merger formalizes and deepens this relationship, ensuring continuity for CoreWeave's HPC needs.
• Creditors (Core Scientific): The merger is presented as providing access to capital and de-risking Core Scientific's financial future, potentially improving its credit profile compared to a standalone entity needing to raise substantial debt.

Next Steps

• Core Scientific stockholders to vote on the CoreWeave transaction at a Special Meeting on October 30, 2025.
• Core Scientific stockholders are urged to return the WHITE proxy card and vote FOR the merger proposal.
• CoreWeave and Core Scientific will continue to file relevant materials with the SEC in connection with the proposed transaction.

Key Dates

Recommendation

The filing strongly reiterates CoreWeave's commitment to acquiring Core Scientific at a 'historically high premium of 60%', which offers significant immediate value to Core Scientific shareholders. The acquisition de-risks Core Scientific's future by providing access to capital and integrating it into a rapidly scaling AI platform, mitigating substantial standalone execution and financing risks. Core Scientific's stock has already seen a ~150% surge due to the CoreWeave partnership, indicating strong market recognition of this strategic alignment. With CoreWeave being Core Scientific's sole HPC customer and the offer being 'best and final,' the likelihood of a superior alternative bid is low. The upcoming shareholder vote on October 30, 2025, presents a clear catalyst for the transaction's completion. For investors seeking exposure to the AI infrastructure boom with a de-risked asset and a substantial premium, this acquisition represents a compelling 'strong buy' opportunity for Core Scientific shares ahead of the vote.

Keywords

CoreWeave, Core Scientific, Acquisition, Merger, AI Cloud, High-Performance Computing, HPC, Data Center, Stockholder Vote, SEC Filing, CRWV, CORZ, Artificial Intelligence, Blockchain, Cryptocurrency Mining